Obligations on Completion. Upon Completion, the Vendors shall immediately procure that all obligations specified in Schedule 3 (Completion Obligations) of the SPA to be fulfilled and delivered to the Purchaser.
Obligations on Completion. On Completion the Sellers and the Purchaser shall each procure that their obligations specified in Schedule 3 are fulfilled.
Obligations on Completion. 3.1 MAH shall on Completion deliver to the Purchaser duly completed and signed transfers in favour of the Purchaser in respect of the Purchase Shares.
3.2 MAH shall execute such further documentation (if any) as the Purchaser may reasonably request in writing in order to effect the registration of the Purchase Shares in the name of the Purchaser.
3.3 On Completion, the Purchaser shall pay the Consideration to the Vendor or as it shall direct
3.4 The payment made to the Vendor under this Clause 3 shall be made by wire transfer to the bank account of the Vendor as notified in writing by the Vendor to the Purchaser.
Obligations on Completion. (a) In respect of the SG Share Transfer, on the Completion Date, all of the following shall occur:
(i) In respect of each Vendor, each Vendor shall deliver or procure the delivery to the Listco (in respect of itself/himself or its/his nominee):
(A) duly executed transfer form(s) signed by such Vendor (as transferor) in favour of Ryde BVI or such other person as the Listco may direct (as transferee) in relation to the SG Share Transfer of the relevant SG Sale Shares;
(B) the share certificate(s) (if applicable) for its/his/her relevant SG Sale Shares;
(C) duly executed Investor Rights Agreement;
(D) duly executed New Ryde Tech Investor Rights Agreement, which shall be effective only pursuant to the provisions of Clause 3.2(a); and
(E) duly executed Deed of Ratification and Accession, which shall be effective pursuant to the provisions of Clause 3.2(b).
(ii) Against compliance with Clause 4.2(a)(i) above by a Vendor, the Listco shall, in respect of such Vendor:
(A) allot and issue to such Vendor and/or its/his nominee the relevant number of Ryde Tech Consideration Shares set out against its/his name in column (4) of Part A of Schedule 1, credited as fully paid to such Vendor;
(B) deliver or procure the delivery to such Vendor a copy of the minutes of a meeting or written resolutions of the board of directors of the Listco approving the entry into and performance of this Agreement, the allotment and issue of the Ryde Tech Consideration Shares to such Vendor and the updating of its register of members;
(C) deliver or procure the delivery to such Vendor a copy of the minutes of a meeting or written resolutions of the board of directors of Ryde BVI approving the entry into and performance of this Agreement and the transfer of the SG Sale Shares to Ryde BVI; and
(D) deliver or procure the delivery to such Vendor a share certificate (if required) issued by the Listco to such Vendor and/or its/his nominee for the relevant number of Ryde Tech Consideration Shares set out against its/his name in Part A of Schedule 1.
(iii) Against compliance with Clause 4.2(a)(i) above by a Vendor, Ryde BVI shall deliver or procure the delivery to Ryde Tech the duly executed Deed of Ratification and Accession to the Existing Investor Rights Agreement.
(b) In respect of the BVI Share Transfer, on the Completion Date, all of the following shall occur:
(i) ZJT shall deliver or procure the delivery to the Listco (in respect of himself or his nominee):
(A) duly executed transfer form sign...
Obligations on Completion. On Completion the parties shall have and shall each perform the obligations set out in relation to each of them in Schedule 4.
Obligations on Completion. 3.1 MAH shall on Completion deliver to the Company duly completed and signed transfers in favour of the Company in respect of the Consideration Shares.
3.2 MAH shall execute such further documentation (if any) as the Company may reasonably request in writing in order to effect the registration of the Consideration Shares in the name of the Company.
3.3 The Company shall on Completion transfer to MAH the Company’s relevant right, title and interest in or to the Security Shares as pursuant to Clause 6 of the Share Purchase Agreement.
Obligations on Completion. 7.2.1 On closing of the transactions set out in Clauses 3.2 and 3.3.1, the Parties shall procure that their respective obligations specified in Schedule 1 are fulfilled.
7.2.2 On closing of the transaction set out in Clause 3.1 in respect of the total number of Shares transferable pursuant thereto, and subject to Clause 8.1(d), the Israeli Shareholders shall deliver to the Company’s secretary written resignation of their respective directors of the Company to take effect on the date of the closing of the said transaction with an acknowledgement signed by each director, in a form satisfactory to Xxxxxxxxx, to the effect that each director has no claim against the Company for compensation for loss of office. Thereafter, subject to the obligation of Israeli Shareholders under Clause 8.1(d), Xxxxxxxxx shall use its best efforts, for so long as it owns more than 50% of the Shares, to maintain the number of Israeli members of the Company’s Board of Directors that may be required under the License from time to time.
Obligations on Completion. On or before Completion each of the Seller and the Buyer must carry out the Completion Steps referable to it in accordance with schedule 3.
Obligations on Completion. On Completion:
(a) Alex shall:
(i) Transfer or procure the transfer of the Option Shares and all Securities and Distributions accruing to such Option Shares during the Option Period to TIS;
(ii) deliver or procure the delivery of all relevant share certificates and other documents of title in respect of the Option Shares to TIS;
(iii) account to TIS for all benefits received in respect of the Option Shares between the Exercise Date and the date of Completion (both dates inclusive);
(iv) deliver to TIS or as it shall direct any form of consent or waiver required from any other member of the Company to enable the transfer of the Option Shares to be registered in accordance with the Articles;
(v) use his best endeavours to procure registration of the transfer of the Option Shares and all Securities and Distributions forthwith (subject to the transfer being stamped with any necessary stamp duty at the expense of TIS); and
(vi) do such things and execute such documents as shall be necessary or TIS may reasonably request to give effect to the sale of the Option Shares on the Transfer Terms; and
(vii) pay all costs, taxes and fees connected to and imposed upon the exercise of the Option and the transfer of the Option Shares hereunder.
Obligations on Completion. On Completion the Parties shall procure that the obligations specified in Schedule 1 are fulfilled. All actions to be taken pursuant to Schedule 1 shall, irrespective of when taken or made during the Completion, be considered as taken simultaneously and each such action is made conditional upon the fulfilment of all other actions to be taken in order for the Completion to take place. If any action is not fulfilled, all actions already taken shall immediately revert and each Party undertakes towards the other Party to take any measures necessary in order for already performed actions to be duly reversed.
